There was a lot more to it that I found good. The entire opening sequences aboard the Trade Federation ship. The political intrigue. Seeing more of Tatooine, and how it truly was corrupt and in the grip of the Huts. Corruscant, the Senate, and the Jedi Temple. The Gungans as a race, apart from Jar Jar. It's just that at any given moment, you'd get something ridiculous to undermine the coolness. For as interesting as the Gungans could have been, we got Jar Jar. For as interesting as Tatooine was, we got a pod race with a silly tone and Anakin just getting lucky rather than really showing that he could subconsciously tap into the force. As with all the prequel trilogy movies, I felt like Lucas gave us plenty of reasons to like each and every one of them, but then completely distracted us with reasons to hate them. There is plenty of good there. But if I am too busy trying to explain away the bad, it ceases to be worth it.